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What are the requirements for Type B reorganization?

Type B reorganization: A form of corporate restructuring where the acquiree exchanges its stock for voting stock in the acquirers corporation. The sole requirement here is that the acquiring/parent company own above and beyond majority ownership of the acquiree after the transaction.

What is a reorganization agreement?

Parties enter into Restructuring and Reorganization Agreements when they want to change the financial, equity, legal or operational structures of a company (or companies within an affiliated group). Restructuring and Reorganization Agreements encompass a wide range of transactions.

What is a Section 368 A 1 F reorganization?

Section 368(a)(1)(F) provides that the term reorganization means a mere change in identity, form, or place of organization of one corporation, however effected.

What are the requirements for a tax-free merger?

Mergers can be tax free if enough of the payment to the target corporation is in stock rather than cash or property and if substantially all of the assets of the target corporation are acquired.

What qualifies as a reorganization?

A type A Reorganization is a tax-free merger or consolidation. Generally, in a merger, one corporation (the acquiring corporation) acquires the assets and assumes the liabilities of another corporation (the target corporation) in exchange for its stock.

What types of consideration can be used in type B reorganizations?

In a Type B reorganization, solely acquiring corporation voting stock must be used; money can be used only in very limited circumstances. The acquiring corporation can use money to redeem fractional shares of the acquiring corporation stock or pay certain expenses of the liquidation.

What are the requirements for B reorganization?

In a B-reorganization, one corporation (Acquiror) acquires all or part of the stock of another corporation (Target) solely in exchange for voting stock of Acquiror (or of Acquirors direct parent corporation, but not both). Immediately after the acquisition, Acquiror must have control of Target.

What is a Type B stock for stock?

A Type B reorganization is a stock-for-stock transaction in which one corporation (the acquiring corporation) acquires the stock of another corporation (the target corporation). Only voting stock of the acquiring corporation or its parent may be used in the acquisition.

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Bold brand in the Reorganization Agreement

Bold brand in Reorganization Agreement. Enhance your document editing with DocHub

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